FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 4
4 · Kennedy-Wilson Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Kennedy-Wilson (KW) Fairfax (10% Owner) Disposes 13.3M Shares
What Happened
Fairfax Financial Holdings Ltd., reported as a 10% owner of Kennedy-Wilson (KW), recorded a disposition of 13,322,009 shares on 2026-06-16. The filing lists the transaction code "J" (other acquisition or disposition) and shows no per-share price or cash value because the shares were contributed to the buyer/parent as part of a merger transaction and converted into equity/units of the acquiring entity rather than sold on the open market.
Key Details
- Transaction date: 2026-06-16 (Effective Time of the merger). Price: N/A (conversion/rollover, not an open-market sale).
- Shares involved: 13,322,009 Kennedy-Wilson common shares reported disposed.
- Post-transaction holdings: Filing indicates these shares were contributed to the acquiror (Kona/Parent) in exchange for limited liability company units or other securities of Parent per a Rollover Agreement; the filing does not report a cash proceeds amount.
- Footnotes:
- The disposition occurred under the Agreement and Plan of Merger (Merger Agreement) where Kennedy-Wilson became a wholly owned subsidiary of Kona Bidco, LLC (F1).
- Reporting person contributed KW shares to Parent under a Rollover Agreement and received Parent units/securities (F2).
- Securities reported are held by Fairfax subsidiaries; Fairfax representatives disclaim beneficial ownership except to extent of pecuniary interest (F3).
- Filing timeliness: Reported on 2026-06-16 for the 2026-06-16 transaction (timely filing).
Context
This was not a routine open-market sale but a conversion/rollover tied to an acquisition—common when a target company becomes a subsidiary and holders receive consideration in the acquiror. As a 10% institutional owner, this filing reflects corporate transaction mechanics rather than an individual insider expressing a buy/sell sentiment.
Insider Transaction Report
- Other
Common Stock
[F1][F2][F3]2026-06-16−13,322,009→ 0 total(indirect: See Footnote)
Footnotes (3)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").
- [F2]Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026.
- [F3]These securities are held by subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"). Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.